Quarterhill (TSX:QTRH) reported second-quarter financial results on Thursday. The transcript from the company's second-quarter earnings call has been provided below.

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Summary

Quarterhill Inc. reported Q2 2026 revenue of $42.5 million and an adjusted EBITDA of $4.6 million, marking the strongest quarter of adjusted EBITDA in over three years.

The company highlighted significant strategic wins, including contracts with the Utah Department of Transportation and new orders in South Korea and Thailand, indicating strong international expansion.

Quarterhill's pending acquisition of Conduent's tolling solutions business is expected to triple its tolling revenue and make it the second-largest tolling operator in the U.S., with the transaction expected to close in Q4 2026.

The company reported a gross profit of $12.2 million, or 29% of revenue, a substantial improvement from $6.3 million, or 15% of revenue, in the prior year period.

Quarterhill's backlog at the end of Q2 2026 was $415 million, and the combined backlog post-Conduent acquisition is expected to reach approximately $2 billion, providing strong future revenue visibility.

Cash from operations was $5.7 million, showing strong cash generation and disciplined working capital management, with cash reserves increasing to $26.2 million.

The company has identified an actionable M&A pipeline of approximately $3 billion, indicating a strategic focus on growth through acquisitions.

Management expressed confidence in the integration and synergy realization of the Conduent acquisition, with expectations of 10% to 15% adjusted EBITDA margin for the combined entity.

Full Transcript

OPERATOR

Good morning, everyone, and welcome to the Quarterhill second quarter 2026 financial results conference call. Joining us today are Chuck Myers, Chief Executive Officer, and David Sharron, Chief Financial Officer. At this time, all participants are in listen-only mode. Following management's remarks, we will open the call for a question-and-answer session during which analysts are invited to ask questions. Earlier this morning, Quarterhill issued a news release announcing its financial results for the second quarter ended June 30, 2026.

This news release, along with the company's MD&A and financial statements, are available on SEDAR+. Certain matters discussed during today's conference call, or responses to questions, may constitute forward-looking information and statements. Actual results could differ materially from those anticipated. Risk factors that could affect results and assumptions used to develop such forward-looking information are detailed in the company's earnings release, most recent annual information form, and other public filings available on SEDAR+.

During this conference call, Quarterhill will refer to certain non-GAAP financial measures and ratios such as adjusted EBITDA. Non-GAAP financial measures and ratios do not have a standardized meaning prescribed by IFRS and may not be comparable to similar measures disclosed by other companies. Please refer to the company's Q2 2026 MD&A and earnings release for full cautionary notes regarding the use of forward-looking statements and non-IFRS measures.

Finally, please note that all financial information provided is in U.S. dollars unless otherwise specified. I will now turn the call over to Mr. Myers. Please go ahead.

Chuck Myers, Chief Executive Officer

Good morning, everyone, and thank you for joining us. This morning we announced another quarter of consistent execution and improved profitability. Revenue was $42.5 million and adjusted EBITDA was $4.6 million at a margin of approximately 11%. That was our strongest quarter of adjusted EBITDA in over three years. These results demonstrate the operating leverage in our model and our ability to convert revenue into profit. Technology is central to our strategy and it is a clear competitive differentiator.

It turns transportation data into real-time insight and action that helps agencies operate more efficiently, improve roadway safety, and make faster decisions. It also makes our deployments more repeatable, strengthens project economics, and lets us deliver greater value at a competitive price. Very few companies combine our transportation expertise, installed infrastructure, and AI capabilities. Customers are responding to that combination and we see it in our recent wins.

The Utah Department of Transportation selected our advanced tolling back office and customer service center platform for its I-15 Express Lanes network. Oklahoma expanded its long-standing relationship with us through a new $5.25 million commercial vehicle screening project. Internationally, we secured approximately $2.1 million of new orders in South Korea and Thailand. Together, these wins show we can attract new customers, expand existing relationships, and deploy our technology across multiple applications and geographies.

We believe the commercial opportunity pipeline in our industry remains above $2 billion. Now let me turn to our pending acquisition of Conduent's tolling solutions business. It materially advances our strategy to build a larger, more focused, and more profitable ITS platform. Upon closing, the transaction is expected to approximately triple our tolling revenue and make Quarterhill the second largest tolling operator in the U.S. We expect that the acquisition will add significant scale, long-term agency relationships, and extensive capabilities across electronic tolling, back office operations, and roadside systems.

We expect it will also give us a much larger installed base along which we can deploy our technology and AI-enabled solutions. The transaction is highly attractive and highly complementary. We have identified significant day-one synergies and built a clear integration plan to realize them. Integration planning is going well and we continue to expect the transaction to close in the fourth quarter. This is exactly the kind of opportunity we have built Quarterhill to execute.

We know the tolling industry, we know these customers, and we know how to operate transportation technology businesses. We are confident we can integrate the Conduent tolling operations, capture the cost efficiencies we have identified, and scale the platform profitably. The Conduent acquisition also shows why M&A works in our platform. In tolling, our approach is to add long-duration, contracted value and valuable agency relationships to an operating platform we already have in place.

We've identified an actionable M&A pipeline of approximately $3 billion across our target markets. These potential opportunities give us visibility into long-term opportunities. We know the playbook and we have the platform, experience, and financial relationships to execute it. Halfway through 2026, we are executing the plan we laid out over the year. We're delivering consistent financial performance, winning new business, advancing our technology leadership, and preparing to add significant scale.

With that overview, I'll turn the call over to Dave to discuss our Q2 financial results and the details of the transaction.

David Sharron, Chief Financial Officer

Thank you, Chuck, and good morning, everyone. I'll start with Quarterhill's second quarter financial results and then cover the financial terms and expected financial profile of the Conduent transaction. A reminder that all figures are in U.S. dollars. It's important to note that the financial results I'll discuss today cover Quarterhill's current operations only. Okay, now on to our results. In the second quarter, we generated revenue of $42.5 million compared with $43.1 million in the second quarter of 2025.

For the first six months of 2026, we grew revenue 5% to $81.1 million from $77 million in the prior-year period, and as of June 30, 2026, our backlog was $415 million. Just a reminder that our backlog includes the value of work we have not yet completed but expect to perform under existing customer agreements. This includes signed contracts and expected extensions of existing programs where we have defined the scope and timing. Our backlog excludes unsigned opportunities and potential change orders.

Our gross profit in Q2 of this year was $12.2 million, or 29% of revenue, compared with $6.3 million, or 15% of revenue, in the same period last year. Stronger contract economics, disciplined execution, and continued strong performance across the business drove the improvement. Our adjusted EBITDA in Q2 was $4.6 million, or 11% of revenue, compared with an adjusted EBITDA loss of $2.7 million, or minus 6% of revenue, in Q2 last year. This represents a $7.3 million year-over-year improvement, and this is our fourth consecutive quarter of positive adjusted EBITDA, with the improvements coming from the significant increase in gross profit and the operating leverage in our business model. Cash generated from operations in Q2 was $5.7 million compared with a use of cash of $4.6 million in the prior-year period. Again, strong operating performance and disciplined working capital management drove the improvement. We continue to remain focused on converting our earnings into cash and managing the timing of customer collections and project-related investments. On the balance sheet, we ended the second quarter with $26.2 million in cash compared with $14.7 million at the end of the first quarter of 2026.

As we stated earlier, we closed and announced our new secured term loan with a $100 million accordion facility. Our capital structure provides us with the flexibility to fund our current operations, invest in growth, and execute our acquisition strategy. Now I'll discuss the terms and expected financial profile of the Conduent tolling transaction, which we announced on June 30. The agreement is to acquire substantially all of the assets of Conduent's tolling solutions business for $70 million in cash plus Quarterhill common shares representing 7% of our issued and outstanding shares at closing.

As we said in our earlier press release, we expect to fund the cash portion through debt. Conduent will receive 50% of the share consideration subject to a 6-month lockup, with the remaining 50% subject to a 12-month lockup. The equity consideration aligns Conduent with the long-term performance of the combined company. Upon closing, we expect the transaction to approximately triple our tolling revenue and, on a pro forma combined basis after planned synergies, we expect the business would generate more than $400 million in annual revenue with an adjusted EBITDA margin of between 10% to 15%.

The transaction will also bring our combined revenue backlog to approximately $2 billion, providing substantial visibility into future revenue through multi-year agency relationships and recurring service contracts. As mentioned, we expect the transaction to close in the fourth quarter of 2026. Following the closing, we'll file a business acquisition report, or BAR, within 75 days. The BAR will include audited financial statements for Conduent's tolling solutions business and pro forma financial statements for the combined company.

With that, I'll turn the call back over to Chuck for his closing remarks.

Chuck Myers, Chief Executive Officer

Thanks, Dave. Before we take any questions, let me tell you how we see the opportunity from here. The ITS market is moving rapidly towards smarter, AI-enabled transportation systems. Quarterhill has the technology, industry expertise, and customer relationships to lead that shift. The Conduent acquisition accelerates that, adding scale and a larger platform to our technology. Our priorities are straightforward. We will continue executing across Quarterhill, close the transaction, integrate the operations, and capture the planned synergies.

That plan is in place and the integration work is underway. We're pleased where Quarterhill is today and confident where the business is headed. We have momentum, a strategy we believe in, and a significant opportunity ahead of us. With that, operator, let's open the line for questions.

OPERATOR

Thank you, ladies and gentlemen. We will now begin the question-and-answer session. Should you have a question, please press star followed by the 1 on your touchtone phone. You will hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press star followed by the 2. If you are using a speakerphone, please lift the handset before pressing any keys. One moment, please, for your first question. Your first question comes from Scott Steele with Roth Capital Partners.

Your line is now open.

Scott Steele, Analyst at Roth Capital Partners

Hey, good morning. Thanks for taking the questions. Nice to see the continued progress on the gross margins and adjusted EBITDA. Maybe to kick off, Dave, just in terms of the mix of business, could you give us an idea of how tolling was looking relative to the safety, commercial, and safety component? Like what kind of growth, what kind of mix of the business? And then looking into the backlog and the opportunity pipeline, Chuck, how quickly is the commercial and safety aspect of the business growing?

Is that the biggest driver that you're starting to see going forward in terms of tracking towards that 40% long-term target gross margin?

David Sharron, Chief Financial Officer

Yeah, I'll answer first. Thanks, Scott. So in terms of the mix, it's approximately 55% on the tolling side and 45% on the safety and enforcement side. Both groups, on a standalone basis, are profitable, which is really nice to see. And I'll let Chuck answer the next question.

Chuck Myers, Chief Executive Officer

Yeah, I think if I understand your question, no, we see both businesses growing well. I think you'll probably see a bigger shift, especially as we move into the first quarter next year when we see the combination of the two companies. I think we're going to see the tolling EBITDA piece of it increase, we think, fairly substantially. And our commercial business continues to perform quite well. We're very happy with the growth in it. We'd even like to see it grow faster.

But the team's doing a great job.

Scott Steele, Analyst at Roth Capital Partners

Great, thank you. And, Chuck, just to follow up, international mix—you had a contract or two, I think, that got announced in the last 30 or 60 days. I'm wondering if you could expand upon what's going on in the international forum for you guys in terms of that opportunity pipeline. And then from an M&A standpoint, that's a big number in terms of that $3 billion potential M&A pipeline. I'm wondering if you could just broadly address what you're seeing from a valuation perspective and characteristics, maybe relative to Conduent, which is hugely accretive.

Just kind of some thoughts on that, in terms of mix composition and maybe timing of some of that. Thank you.

Chuck Myers, Chief Executive Officer

Okay, so on the growth from the commercial operations overseas, that's where we see it. We're getting a lot of unusually nice renewals right now in the U.S., but we see a lot of growth overseas. I'll be curious at the end of the year what we do in revenue. We were somewhere around $20 million, I think, last year for that business overseas. I suspect that's going to grow pretty nicely. And then on the acquisition backlog, we have a plan of around $3 billion that we're looking at.

And we have kind of a roadmap for those. Every one is a little bit different. I think you're going to see two kinds of deals. You're going to see opportunistic deals like the Conduent deal where you're just picking up contracts. And then you're going to see some deals that'll be more kind of business combinations where you see companies that are stable, but what it does is it gives us scale and really allows a functional step up in terms of revenue size.

Scott Steele, Analyst at Roth Capital Partners

Great. Thanks so much. I'll get back in the queue, thanks.

OPERATOR

Ladies and gentlemen, as a reminder, should you have a question, please press star 1. Your next question comes from Gavin Fairweather with ATB Capital Markets. Gavin, your line is now open.

Gavin Fairweather, Analyst at ATB Capital Markets

Oh, hey, good morning. Maybe just on the Conduent deal. I mean, it places you as a strong number two in the U.S. market. I'm just curious, with the $2 billion bid book, how much that enhanced market positioning influences your go-to-market motions and right to win?

Chuck Myers, Chief Executive Officer

I think it influences it because, you know, both companies are going after a lot of the same opportunities. And so I think that what it does is it allows us to scale because, you know, we are significantly smaller, we have quite a few fewer employees, and we have to be more careful at Quarterhill about what opportunities we pick and choose to go after. So the combination allows us to approach a much bigger pool of opportunities.

Gavin Fairweather, Analyst at ATB Capital Markets

That's great to hear. And then, just on the $400 million pro forma revenue number, when I look at the combined $2 billion backlog, it does seem to imply that forward numbers might be a little bit higher than that $400 million level. Can you just discuss any growth opportunities that you see or tailwinds that are kind of sitting in that backlog already?

David Sharron, Chief Financial Officer

Yeah, I'll start here and then turn it to Chuck. I think there certainly is some growth we see in the backlog. The pro forma number that we're talking about is, you know, for 2026—right, just to be clear. If we put the two companies together, 2026, that's what we're seeing. But when you talk about that $2 billion revenue backlog combined, we've got very good visibility into, you know, growth into the outer years.

Chuck Myers, Chief Executive Officer

Yeah, I would say that we know, you know, virtually exactly what the backlog is, and remember, that is fully contracted backlog.

Gavin Fairweather, Analyst at ATB Capital Markets

Yeah, great to hear. And then just—you talked about your integration plans being pretty well formulated, I guess, for a month and a half since you announced the transaction. So how have your thoughts evolved on kind of the number of people that are needed to service that book of business and where those margins might land?

David Sharron, Chief Financial Officer

Yeah, Gavin, I'm not prepared to answer that question externally right now.

Gavin Fairweather, Analyst at ATB Capital Markets

Still a moving target. That's fair.

Chuck Myers, Chief Executive Officer

Little too early.

Gavin Fairweather, Analyst at ATB Capital Markets

Yep, that's fair. And then maybe just you can provide us with an update on some of the gating items to getting the deal closed, in terms of talking with the lenders and talking with the surety providers.

Chuck Myers, Chief Executive Officer

I'll turn that one over to Dave.

David Sharron, Chief Financial Officer

Yeah, just as you said, you know, there's a number of items that we're working on. The integration management office activities that you mentioned, Gavin, are extensive. Carve-outs are complicated. Both Chuck and I have done carve-outs before, so we're going in with our eyes wide open here. But, you know, there's workstreams across all the functional areas, as you would expect, and discussions with our lender as well as discussions with surety bond providers.

Those are all kind of standard for what's going on right now and fully expected to work through over the next little while. So, as we said, we expect to close this in Q4, and we're still on track.

Gavin Fairweather, Analyst at ATB Capital Markets

Thanks so much. I'll pass the line.

OPERATOR

Your next question comes from Todd Coupland with CIBC. Your line is now open.

Todd Coupland, Analyst at CIBC Capital Markets

Oh, yes, good morning, everyone. I was wondering if you—I know you don't want to get into the synergy details at this point, but what is the path to get you into that run-rate zone of 10% to 15% EBITDA? Like, if you close in Q4, how long does it take to get to that range?

Chuck Myers, Chief Executive Officer

I'll let Dave answer. I'll tell you what I think. I want him to tell you what he thinks. It's good.

David Sharron, Chief Financial Officer

Yeah. So we're working through all these details right now, Todd—good question. And I think we've mentioned before, the synergies that we're working through come in various categories—headcount, real estate, and other third-party vendors. This is very typical for a carve-out. We're working through that. We feel really good about where this is moving, where we're headed, the work that we've done to date. Still some work to do to get to the final numbers.

But, you know, it's going to kind of depend on exactly when we close and still depends on some work we still have to do. But we're feeling really good about the work done to date, as I mentioned, and where we see this landing.

Chuck Myers, Chief Executive Officer

I mean, where you are, Todd, is what our plan is, and we want to get as close to that plan as we—yeah, yeah.

Todd Coupland, Analyst at CIBC Capital Markets

Do you think you get to the end of that 10% to 15% range sometime in 2027?

Chuck Myers, Chief Executive Officer

Yes. Oh yeah, for sure.

Todd Coupland, Analyst at CIBC Capital Markets

Yeah, and when you think about the potential coming out of the backlog—that had been an issue in Quarterhill the last couple of years, you know, inflation built into problem contracts, et cetera—what's your opinion of the quality of this combined backlog? Maybe talk about that.

Chuck Myers, Chief Executive Officer

It's very strong. I mean, you know, I just spent two years cleaning up the mess over here. And so we're pretty sensitized to what the backlog looks like and we've looked at it pretty extensively. I mean, this is all part of the integration work that we're going through. You have to remember we're not essentially buying a company; we're buying a double-digit number of contracts. So we have to diligence each contract separately, we have to meet with each customer separately.

So, you know, we're pretty sensitized to what it is.

Todd Coupland, Analyst at CIBC Capital Markets

And I guess both businesses have decent-sized footprints in the U.S. How much crossover is there? Is there cleanup to do along those lines with existing states or municipalities?

Chuck Myers, Chief Executive Officer

It's all cumulative. We don't really cross over on any contracts, which is nice. So it gives us a much bigger footprint. It also gives us a fairly large footprint in the U.K. We'll end up moving in another couple-hundred-person operation in the U.K., so it gives us a footprint over there to start our European growth in the tolling business.

Todd Coupland, Analyst at CIBC Capital Markets

And the last question for me: so, I get the EBITDA targets, but capitalized software is still a fairly large percentage of revenue. If you include R&D and capitalized software in the combined entity, what is that going to look like in percentage terms, roughly?

Chuck Myers, Chief Executive Officer

I hadn't really thought about that. I'll let Dave take that one.

David Sharron, Chief Financial Officer

Yeah. From what we see so far, there's not a lot of R&D that's going on. The work that we're doing at Quarterhill is on a new platform—we've talked about it, Chuck's talked about it extensively—with the AI-enabled platform, and that's the bulk of the capitalized development work that we're doing. The day-to-day work that we're seeing through diligence on the Conduent side is more maintenance-related, given a lot of their contracts are in maintenance mode.

So I don't have a number for you, Todd, but I think it's a good question, and I don't think it's going to be incrementally larger.

Chuck Myers, Chief Executive Officer

Yeah, we're not bringing over a big R&D team, put it that way.

Todd Coupland, Analyst at CIBC Capital Markets

Okay. So the dollar amount—

Chuck Myers, Chief Executive Officer

Most of their contracts are fairly—almost all of them are through implementation. There's still some development on a couple of them. There's one new contract, but it's a rinse and repeat of a sister contract. So we're really focusing on our R&D team, not theirs.

Todd Coupland, Analyst at CIBC Capital Markets

All right. Appreciate the color. Thank you very much.

Chuck Myers, Chief Executive Officer

Thanks, Todd.

OPERATOR

Thank you. As we have no further questions at this time, I will now turn the call over to Mr. Myers for closing remarks.

Chuck Myers, Chief Executive Officer

Great. Thank you. Thank you all for joining us this morning. I'll close, as usual, by thanking our team of employees, our board members, shareholders, customers, and partners for their continued support. This team is what makes us successful. There's real momentum in this business, and we look forward to speaking with you again in November when we report our third quarter results. Thank you very much.

OPERATOR

This will conclude today's conference call. Thank you, everyone, for joining. You may now disconnect your line.

Disclaimer: This transcript is provided for informational purposes only. While we strive for accuracy, there may be errors or omissions in this automated transcription. For official company statements and financial information, please refer to the company's SEC filings and official press releases. Corporate participants' and analysts' statements reflect their views as of the date of this call and are subject to change without notice.